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Lease Proposal 570 Commerce Boulevard Carlstadt, New Jersey Prepared for: Bauble Bar, Inc. Date: October 12, 2016
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Lease Proposal570 Commerce Boulevard

Carlstadt, New Jersey

Prepared for: Bauble Bar, Inc.

Date: October 12, 2016

Exhibit List

BaubleBar, Inc. Lease Proposal

570 Commerce Boulevard Carlstadt, New Jersey 07072

Items Exhibit

Written Proposal N/A

Russo Notable Projects

Project Reference List A

Property Photo & Plans

Property Photo B1

Property Site Plan B2

Office Plan B3

GIS Aerial & Location Map

Transportation Network B4

Location Map B5

Estimated Cost Breakdown of CAM Expenses and 2015 Real Estate Taxes C

VIA ELECTRONIC MAIL October 12, 2016 Mr. Andrew Siemsen Executive Managing Director Cushman and Wakefield of New Jersey, Inc. 333 Thornall Street Suite 1A Edison, NJ 08837 Re: Lease Proposal 570 Commerce Boulevard, Unit D Carlstadt, New Jersey 07072 Dear Andrew: Pursuant to your request for proposal dated September 28, 2016, Russo Development is pleased to submit this proposal to Bauble Bar to lease space at the above referenced property subject to the following terms and conditions: 1. Landlord: 570 Commerce Boulevard Company, LLC,

an affiliate of Russo Development LLC, 570 Commerce Boulevard Carlstadt, New Jersey 07072

Russo Development (hereinafter referred to as “Russo”) is one of the most experienced owner/developers in the New York Metropolitan Area, which has built, owns and manages over three million square feet of space for clients such as NYSE Euronext, JP Morgan Chase, Credit Suisse, Macy’s, Pepsi, and SunGard Availability Services. During its forty-five (45) year history, it has completed over sixty (60) built-to-suit projects in New Jersey. Russo is a fully-integrated real estate and construction firm with in-house land use, architecture,

Mr. Andrew Siemsen Cushman and Wakefield of New Jersey, Inc.

October 12, 2016

2

Commercial | Residentia l | Mission Cr it ical

civil engineering, construction management, general contracting, and property management capabilities. A brief description of our notable projects with client references is attached as Exhibit “A”.

2. Tenant: Bauble Bar, Inc.

1115 Broadway Fifth Floor New York, NY 10011

3. Property: 570 Commerce Boulevard Carlstadt, NJ 07072 Unit D- 33,002 square feet

4. Leased Premises/Area: 33,002 square feet of total floor area. Additional information on the property, the demised premises, the area’s transportation network and a location map, has been attached as Exhibits “B1 through B5”.

5. Use: The Tenant shall be permitted to use the Premises for

general office, warehousing and distribution. Those uses are consistent with the current zoning of the Property which is Light Industrial and Distribution “A” (LI-A) zone within the New Jersey Meadowlands Commission (NJMC). The uses in the LI-A zone specifically include: Light Industry, Offices, Research and Development Facilities, and Warehouse and Distribution Facilities.

6. Lease Commencement: February 1, 2017 (Lease Commencement Date) as

evidenced by a temporary certificate of occupancy from the New Jersey Meadowlands Commission (NJMC) and Borough of Carlstadt.

7. Rent Commencement: March 1, 2017 8. Lease Term: Ten (10) years 9. Base Rent: $8.25 P.S.F per annum

Base Rent shall be triple-net to the Landlord and shall increase three percent (3%) cumulatively on an annual basis through the Initial Lease Term.

Mr. Andrew Siemsen Cushman and Wakefield of New Jersey, Inc.

October 12, 2016

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Commercial | Residentia l | Mission Cr it ical

10. Taxes and CAM: The lease shall be “triple-net” to the Landlord and the Tenant shall pay the following, commencing on the Rent Commencement Date and throughout the Initial Lease Term (collectively the “Lease Term”):

(a) All Operating Expenses for the Premises including, but not limited to, all utility usage charges, snowplowing, landscaping, fire alarm system monitoring, janitorial services, general liability and property insurance coverage, maintenance and repair of all building systems, and all other maintenance, repair and operating expenses;

(b) All real estate taxes, added assessments, and special assessments; and

(c) All repairs and replacements to or for the Premises. Landlord shall provide a one (1) year warranty on any replacements required within the Premises.

No management fee shall be charged by Landlord to Tenant during the Lease Term for any property management services provided by the Landlord; Tenant shall only be responsible for Landlord’s out-of-pocket expenses for such services. An estimated cost breakdown of the common area maintenance expenses and real estate taxes has been attached as Exhibit “C”.

11. Utilities: Unit D has its own dedicated electrical service and

utility meter. The gas and water meters are common for the entire building and billed based on tenant’s proportionate share of the building’s square footage (40.86%).

12. Landlord’s Work: Landlord shall be responsible for delivering the premises

to lessee in “broom swept” condition with all electrical systems, loading docks, doors, HVAC units, sprinkler system, plumbing fixtures in good working order and the roof free of leaks. Landlord shall provide a one (1) year warranty on all capital items.

Mr. Andrew Siemsen Cushman and Wakefield of New Jersey, Inc.

October 12, 2016

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Commercial | Residentia l | Mission Cr it ical

13. Sprinkler System: The building is serviced by a wet system with a sprinkler

density of .33 GPM/3,000 SF. 14. Security Deposit: To be determined upon review of Tenant’s current

financial statements. 15. Code Compliance: Landlord agrees to represent to the best of its knowledge

that, as of the commencement date of the lease, the Demised Premises, and any common areas under the Lease, shall be in compliance with all laws and regulations.

16. Sublet/Assignment: Tenant shall have the right to assign or sublet the

Demised Premises to an affiliated entity with Landlord’s consent. Landlord shall grant consent to this assignment provided that Tenant remains liable for all obligations under the Lease. For non-affiliated entities, Tenant shall have the right to assign or sublet the Demised Premises subject to the consent of the Landlord provided that Tenant remains liable for all obligations under the Lease.

17. Signage: Tenant shall be permitted to place signage on the

existing monument sign consistent with the current layout. No signage shall be permitted to be affixed to the building.

18. Building Access: Tenant shall have access 24 hours per day, 7 days per

week, 52 weeks per year to the Demised Premises, and parking area.

19. Restoration: Landlord shall have the right to require Tenant, at

Tenant’s sole cost and expense, to remove all improvements or fixtures installed by Tenant at the Premises, and restore the Premises to its original condition as delivered by the Landlord to the Tenant, at the expiration of the Lease Term.

20. Alterations: Tenant shall not make any alterations, decorations, additions, or improvements, in or to the Demised

Mr. Andrew Siemsen Cushman and Wakefield of New Jersey, Inc.

October 12, 2016

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Commercial | Residentia l | Mission Cr it ical

Premises, without first obtaining Landlord’s written consent thereto, which consent may be arbitrarily withheld with respect to any proposed structural/mechanical alterations or additions, but shall not be unreasonably withheld as to other alterations or additions.

21. Parking: Landlord shall provide approximately twenty (20) parking spaces for Tenant’s exclusive use. Landlord controls additional spaces in the parking area and more spaces can be made available. Additionally, there is a NJ Transit bus station and train service in close proximity to the property (See attached as Exhibits “B2-B5.”)

22. Brokerage: Landlord agrees to pay Tenant’s broker (Cushman and Wakefield), a commission subject to the terms and conditions of a separate agreement. Tenant shall warrant and represent that it has not dealt with any other real estate broker in connection with this transaction.

23. Confidentiality: Landlord and Tenant shall not disclose the fact that

conversations relating to this potential transaction are taking place, or discuss with any party the potential terms of such prospective transaction, except on an as-needed basis (e.g. with Landlord’s or Tenant’s agents such as engineering consultants, counsel, etc.).

24. Non-Binding: It is intended and agreed that no binding legal

obligations shall arise from this proposal or its acceptance until and unless the parties have negotiated and executed a formal, written lease agreement.

25. Lease Contingency: The prospective tenant shall be made aware that Landlord is currently discussing a buy-out of the current Tenant’s lease and the terms and conditions detailed above shall be contingent upon those buy-out discussions.

Mr. Andrew Siemsen Cushman and Wakefield of New Jersey, Inc.

October 12, 2016

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Commercial | Residentia l | Mission Cr it ical

Please do not hesitate to contact us with any questions or comments you have regarding this proposal. Very truly yours, Russo Development, LLC on behalf of Landlord

Michael J. Pembroke Adam M. Pasternack Executive Vice President SVP-Leasing and Property Management

 

 

EXHIBIT A 

1

Exhibit “A”

Russo Development Project References 1. Credit Suisse- Critical Data Center Facility: Year Constructed: Completed Address: Clifton, New Jersey Tenant: Credit Suisse (USA), Inc., Building/Leased Area: 284,342 S.F. Use: Critical Data Center Developer/Owner: Russo Development, LLC LEED: LEED Gold Client Project Contact: Robert Krizman Senior Vice President Jones Lang LaSalle 111 Wood Avenue South

Iselin, NJ 08830 Tel: (732)-590-3300

Client Business Contact: Andrew B. Federbusch Credit Suisse (USA), Inc.,

11 Madison Avenue New York, NY 10010-3629 Tel: (212) 656-5231

Broker Contact: Lewis Miller CB Richard Ellis, Inc. MetLife Building

200 Park Ave. 17-19 Floors New York, NY 10166 (212) 984-8328

2

2. Macy’s Parade Studio Tenant Name: Macy’s Retail Holdings Inc. Year Constructed: 2011 Address: Moonachie, New Jersey Leased Area: 71,449 S.F. Use: Office, Assembly & Design Developer/Owner: Russo Development, LLC LEED: LEED Certified Client Business Contact: Todd Scheffler Director of Real Estate Macy’s Inc.

7 West 7th Street Cincinnati, OH 45202 (513) 579-7672

Broker Contact: William Waxman Executive Vice President CB Richard Ellis, Inc.

Park 80 West- Plaza II Saddle Brook, NJ 07606 (201)712-5600

3

3. NYSE- Critical Data Center Facility: Year Constructed: 2010 Address: Mahwah, New Jersey Tenant: NYSE Euronext, Inc. Building/Leased Area: 395,898 S.F. Use: Critical Data Center Developer/Owner: Russo Development, LLC Client Project Contact: Doane Kelly Principal KLG, Inc.

104 Fifth Avenue New York, NY 10011 Tel: (212) 514-4601

Client Business Contact: Jeffrey Pellet Senior Vice President-Global Real Estate

NYSE Euronext, Inc. 11 Wall Street New York, NY 10005 Tel: (212) 656-5231

4

4. J.P. Morgan Chase- Critical Data Center Facility: Year Constructed: 2001, Expansion completed 2008 Address: Carlstadt, New Jersey Tenant: J.P. Morgan Chase Building/Leased Area: 249,318 S.F. Use: Critical Data Center – Chase’s largest worldwide Developer/Owner: Russo Development, LLC Client Project Contact: George Perdikoylis Project Manager JP Morgan Chase

575 Washington Boulevard Jersey City, NJ 07310 (201) 595-6152

Client Business Contacts: Gregg F. Weisser Vice President – Corporate Real Estate

JP Morgan Chase 270 Park Avenue, #29 New York, New York 10017-2014 (212) 270-5656

Edward J. Joyce Vice President - Critical Systems & Engineering JP Morgan Chase

575 Washington Boulevard Jersey City, NJ 07310

5

5. Pepsi Bottling Group- Office and Distribution Facility: Tenant Name: Pepsi Bottling Group Tenant Since: 2007 Year Constructed: 2007 Address: Kearny, New Jersey Leased Area: 135,115 S.F. Use: Office, warehouse, and distribution Developer/Owner: Russo Development, LLC Client Business Contact: Cindy Poggiogalle Sr. Manager, Worldwide Real Estate The Pepsi Bottling Group

One Pepsi Way Somers, NY 10589 (914) 767-6543

Broker Contact: Alan Peterson Principal Choyce-Peterson, Inc.

201 West Main Street Stamford, CT 06902 (203) 961-8170

6

6. HD. Smith Pharmaceutical- Office and Distribution Facility: Tenant Name: HD Smith Wholesale Drug Company Tenant Since: 2000 Year Constructed: 2006 Address: Kearny, New Jersey Building/Leased Area: 211,418, S.F. Use: Regional offices, warehouse and distribution Developer/Owner: Russo Development, LLC Client Project Contact: Jon Heller H.D. Smith Wholesale Drug Co. 410 Commerce Boulevard Carlstadt, NJ 07072

(201) 438-8666 ext. 5054 Client Business Contact: Harvey Tannenbaum Vice President – Corporate Affairs H.D. Smith Wholesale Drug Co. 410 Commerce Boulevard Carlstadt, NJ 07072

(201) 438-8666 ext. 50

7

7. SunGard- Mission Critical Facilities (3 properties): Address: Carlstadt, New Jersey Tenant: SunGard Recovery Services Building/Leased Area: 620,424 S.F. Uses: Data Center and Disaster Recovery Services Developer/Owner: Russo Development, LLC Client Project Contact: Michael Malone Project Manager-SunGard M.F. Malone, Inc. 1043 Gen. Lafayette Boulevard

West Chester, PA 19382 Tel: (610) 793-2733

Client Operations Contact: Ray Larsen

Director - Operations SunGard Availability Services

777 Central Boulevard Carlstadt, NJ 07072 Tel: (201) 729-2396

Client Real Estate Contact: Edward McKeever Chief Financial Officer SunGard Availability Services 680 East Swedesford Road Wayne, PA 19087

Tel: (484) 582-2626

EXHIBIT B

WBWBWB

67

69

71

94

WB WB WB WB WB WB WB WB WB WB WB WB WB WB WB WB WB WB WB WB WB

WBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWBWB WB

WB WB WB WB WB WB WB

60

61

62

63

64

65

66

68

70

72

28 27 26 25 24 23 22

67891011121314151617181920 5

LH

RESERVED123421 VISITORS VISITORS VISITORS

73 74 75 76 77 79 80 81 82 83 84 85 86 87 88 89 90 91 9278 93

NO PARKING FIRE ZONE

NO PARKING FIRE ZONE

NO PARKING FIRE ZONE

NO PARKING FIRE ZONE

NO PARKING FIRE ZONE

NO PARKING FIRE ZONE

WB WB WB WB WB

RESERVED

WB

RESERVED

WB

RESERVED

WB

RESERVED

WB

RESERVED

WB

RESERVED

WB

WB WB WB WB WB WB

R17R18R19R20R21R22

VISITOR

R2 R1R3

RESERVED

R4

RESERVED

R5R8R9R10 R7R11R12R14R15R16 R13

VISITOR VISITOR VISITOR VISITOR

VISITOR VISITOR VISITOR

R23R24

R6

CO

MP

RE

SS

OR

R25R26R27R28R29R30

B2

UNIT D

SITE PLANEXISTING BUILDING AT

CARLSTADT, BERGEN COUNTY, NEW JERSEY

570 COMMERCE BLVD.

BUILDING

LOCATION

BUILDING DATA

CO

MM

ER

CE

BO

ULE

VA

RD

UNIT D

20 SPACES HELD BY RUSSO

LOCATION MAP

Date: 10/7/16

OFFICE

AREA

100500 10 25

B3

UNIT D

OFFICE PLANEXISTING BUILDING AT

CARLSTADT, BERGEN COUNTY, NEW JERSEY

570 COMMERCE BLVD.

LOCATION MAP

BUILDING

LOCATION

I.T. / SERVER

KITCHEN

LOBBY

Date: 10/7/16

W.T.M.T.

OFFICE #1

SECURITY ROOM

OFFICE #2

OFFICE #3

BUILDING DATA

420 1

NJ TRANSIT STATION -WOODRIDGE

LEGEND

NJ TRANSIT BUS STOPWEEKDAY RUSH HOUR

161 TO NYC

772 TO SECAUCUS JUNCTION

NJ TRANSIT STATION -RUTHERFORD

B4

TRANSPORTATION

NETWORK

BOROUGH OF CARLSTADT, BERGEN COUNTY, NEW JERSEY

570 COMMERCE BLVD.

EXISTING BUILDING AT

ROUTE

80

ROUTE

95

ROUTE

95

ROUTE

95

46

46

17

17

3

3

46

ROUTE

95

ROUTE

95

Date: 10/7/16

LOCATION MAP

5 MILES

B5BOROUGH OF CARLSTADT, BERGEN COUNTY, NEW JERSEY

570 COMMERCE BLVD.

EXISTING BUILDING AT

10 MILES

Date: 10/7/16

EXHIBIT C

Russo Development 570 Commerce Blvd.

Carlstadt, NJ 07072

Tel: (201) 487-5657

Fax: (201) 487-6440

Website: www.russodevelopment.com

Total Building Size 80,778 Square feet

Total Cost Cost per SFCarlstadt 181,539$ 2.247$

Total Cost Cost per SFSewer discharge charges 2,475$ 0.031$ Actual

Insurance (Flood, Property, General Liability, and Umbrella Liability) 21,761$ 0.269$ Actual

Snowplowing (varies depending on annual accumulation) 18,891$ 0.234$ Actual

Water (water usage and fire line 9,407$ 0.116$ Actualstandby charges)

Landscaping 14,408$ 0.178$ Actual

Maintenance and Repair charges 8,143$ 0.101$ Actual

Total CAM Charges 75,085$ 0.930$

Total Real Estate Taxes and CAM Charges 256,624$ 3.177$

Common Area Maintenance Charges

Note: The above charges do not include telecommunications, gas, or electric utility usage fees. These costs will vary depending on the usage patterns of each tenant.

570 Commerce Blvd.Carlstadt, NJ 07072

Real Estate Taxes Common Area Maintenance Charges

Calendar Year 2015

Real Estate Taxes


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